SciBase announces outcome of directed issue and preliminary outcome of rights issue

STOCKHOLM, Jan. 13, 2025 /PRNewswire/ -- SciBase Holding AB ("SciBase" or the "Company") today announces the preliminary outcome of the capital raise, consisting of a rights issue of units of approximately SEK 59.3 million (the "Rights Issue") and a directed issue of units, deviating from existing shareholders' preferential rights, of approximately SEK 22.5 million (the "Directed Issue"), that was announced on  November 12, 2024 (the "Capital Raise"). All 16,669,624 units in the Directed Issue have been subscribed and paid for, and thus the Board of Directors of SciBase plans to resolve on allocation of units to the investors in the Directed Issue on January 14, 2025. The preliminary outcome of the Rights Issue indicates that 22,916,119 units, corresponding to approximately 52.2 percent of the Rights Issue, were subscribed for both with and without the support of unit rights. The Rights Issue was covered to approximately 50.4 percent by subscription commitments, guarantee commitments and declarations of intentions to subscribe for units. Consequently, the guarantee commitments will not be utilized. Through the Rights Issue, the Company will initially receive approximately SEK 30.9 million, and through the Directed Issue the Company will initially receive approximately SEK 22.5 million, before issuance costs. Should all attached warrants of series TO 3 (the "Warrants"), relating to the issued units in the Capital Raise, be exercised, the Company may receive an additional amount of minimum SEK 53.4 million and maximum SEK 89.1 million.

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR TO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, RUSSIA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA, BELARUS OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION REQUIRES ADDITIONAL PROSPECTUSES, REGISTRATION OR OTHER MEASURES BEYOND THOSE REQUIRED BY SWEDISH LAW, IS PROHIBITED, OR OTHERWISE CONTRARY TO APPLICABLE RULES IN SUCH JURISDICTION OR CANNOT BE DONE WITHOUT APPLICATION OF EXEMPTIONS FROM SUCH MEASURES. SEE THE SECTION "IMPORTANT INFORMATION" AT THE END OF THIS PRESS RELEASE.

Allocation of units in the Directed Issue

All units in the Directed Issue have been subscribed and paid for, and thus, the Board of Directors of SciBase intends to resolve on the allocation of 16,669,624 units in the Directed Issue, on January 14, 2025, in conjunction with the Company's resolution on allocation based on the final outcome in the Rights Issue. Each unit in the Directed Issue consists of three (3) shares and three (3) Warrants. Through the Directed Issue, the Company will initially receive approximately SEK 22.5 million before issuance costs.

Outcome in the Rights Issue

The subscription period in the Rights Issue ended on  January 13, 2025 and the preliminary subscription summary indicates that 22,674,031 units, corresponding to approximately SEK 30.6 million, or approximately 51.6 percent of the Rights Issue, were subscribed for with the support of units rights and 242,088 units, corresponding to approximately SEK 0.3 million, or approximately 0.6 percent of the Rights Issue, were subscribed for without the support of unit rights, for a combined total subscription, with and without the support of unit rights, of approximately 52.2 percent. The Rights Issue was covered to approximately 50.4 percent by subscription commitments, guarantee commitments and declarations of intentions to subscribe for units. Consequently, the guarantee commitments will not be utilized. Through the Rights Issue, the Company will initially receive approximately SEK 30.9 million before issuance costs.

Allocation of units in the Rights Issue will be conducted according to the principles specified in the EU growth prospectus issued in connection with the Rights Issue, published on December 20, 2024 (the "Prospectus"). Notifications regarding the allocation of units subscribed without the support of unit rights will be sent via contract notes to those allocated units. Nominee-registered shareholders will receive allocation notifications in accordance with the procedures of each respective nominee.

Number of shares and share capital

As a result of the Rights Issue, the Company's share capital increases by SEK 3,437,417.85, from SEK 10,976,920.20 to SEK 14,414,338.05, through the issuance of 68,748,357 shares. Thus, the number of shares increases from 219,538,404 to 288,286,761 shares. The dilution effect amounts to 23.8 percent.

Through the Directed Issue, the number of shares in SciBase will increase by 50,008,872 shares, from a total of 288,286,761 shares (calculated on the total number of shares in the Company after the Rights Issue) to a total of 338,295,633 shares. As a result of the Directed Issue, the Company's share capital will increase by SEK 2,500,443.60, from SEK 14,414,338.05 (calculated on the Company's share capital after the Rights Issue) to SEK 16,914,781.65. The dilution effect from the Directed Issue amounts to approximately 14.8 percent of the number of shares in the Company (calculated on the total number of shares in the Company after the Rights Issue and the Directed Issue).

Should all Warrants, issued in the Capital Raise, be exercised, the number of shares will increase by an additional 118,757,229 and the share capital will increase by an additional SEK 5,937,861.45, corresponding to an additional dilution effect of approximately 26.0 percent of the total number of shares and votes in the Company (calculated on the total number of shares in the Company after the Rights Issue, the Directed Issue and full exercise of all Warrants).

Trading in BTU

Trading in paid subscribed units ("BTU") will continue on Nasdaq First North Growth Market up to, and including, January 17, 2025.

Warrants

One (1) Warrant entitles to subscription of one (1) new share in the Company during the period from and including November 24, 2025, until and including, December 5, 2025. The subscription price when exercising the Warrants will be determined as 80 percent of the volume-weighted average price of the Company's shares on Nasdaq First North Growth Market during the measurement period from and including November 10, 2025, until and including, November 21, 2025, however, no less than SEK 0.45 and no more than SEK 0.75 per share.

Advisors

SciBase has engaged Penser by Carnegie as financial advisor and Advokatfirman Schjødt as legal advisor in connection with the Capital Raising.

Certified Advisor (CA):

Carnegie Investment Bank AB (publ)
Phone: +46 (0)73 856 42 65
E-mail: [email protected]

For additional information, please contact:
Pia Renaudin, CEO, tel. +46732069802, e-mail: [email protected] 

The information was submitted for publication, through the agency of the contact person set out above, at 8.00 PM on January 13, 2025.

About SciBase

SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.

Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.

Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.

The Company has been listed on Nasdaq First North Growth Market since June 2, 2015, and the Certified Advisor is Carnegie Investment Bank AB (publ). For more information, visit www.SciBase.com. All press releases and financial reports can be found here: http://investors.scibase.se/sv/pressmeddelanden.

Important information

Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in SciBase in any jurisdiction, either from SciBase or from anyone else.

This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. Acquisition of Units in the Rights Issue should only be made on the basis of the information in the formal Prospectus published by the Company in connection with the Rights Issue and which is made available on the Company's website, https://investors.scibase.se/en/mid-disclaimer/107/83.

This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act") and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa, the United States or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.

Forward-looking statements

This press release contains forward-looking statements related to the Company's intentions, estimates or expectations with regard to the Company's future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as "believes," "expects," "anticipates," "intends," "estimates," "will," "may," "implies," "should," "could" and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook for Issuers of Shares.

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